EFTA01369722.pdf

WL ROSS HOLDING CORP WL Ross• Holding Corp. (NASDAQ: "WLRHU") $500 million SHAG IPO I Deutsche Bank Securities Summary IPO terms WL Ross Holding Corp. overview acted as lead underwriter • WL Ross Holding Corp (WLRH) is a newly organized blank check for WL Ross Holding Corp, the largest US WL ROSS VIOL JING CORP company formed for the purpose of effecting a merger, capital stock exchange. asset acquisition, stock purchase. reorganization or similar Pricing date: June 5. 2014 business combination in a single large transformational investment SPAC post-financial Public offering size: 4500 million • Management learn has in the aggregate over 70 years of experience crisis, highlighting the Securities offered: 50 million units investing in value-onented investment opportunities relevance of the SPAC - each consisting of 1 share of common stock • Offers public investors the opportunity to team up with a management and 1 warrant (exercisable for 'A share of team with the ability to source value-oriented investment opportunities vehicle in the minds of common stock) and create value through its distinctive distressed investing and leading sponsors Amount held in trust: Equal to 103% of offering proceeds turnaround prowess Sponsor "at risk" Sponsor 'at risk' investment of 511.2 million in the • WL Ross Holding Corp. benefits from the strong alignment of interest investment: form of warrants ($0.50 per warrant) that the shareholders share with Invesco Ltd. and WL Ross 8 Co. LLC Sponsor promote: Shares issued to sponsor al formation equivalent — Invesco Ltd. purchased 2.5 million units in the offering to 20.0% of common equity ownership post public raise or 12.5 million shares — WL Ross 8 Co. LLC has the option to purchase 10 million shares at DB Role: Lead Bcokrunnet the time of business combination 0 Sponsor highlights Investment highlights Key management Global private equity firm with 'vend-renowned management O Talky od public investniont Which, to profit hum thematic opportunities team and proven track record of investment excellence alongsidean innovative and suxesslut management team Years of private Name equity and Value-oriented investment philosophy applied in a variety of positioned to make an acquisition in the shipping, building materials. Position restructuring market cycles energy at experience Access to robust and consistent deal bow through dIflerentrated Ideal vehicle to make a single Urge Irenslormational irwestmeM m the Wilbur Ross Jr origination network developed through senior management's 70+ $1.0-7.5 Salon range Chairman 40, years of private equity and restructuring advisory experience CEO Structure is Ideal for Value-Wonted' awastments. which will be a cons pad Strong expertise in structuring complex transactions and of the investment sestina Stephen Toy 17- providing flexible. long-term capital solutions. distinguishing it President from other financial buyers Strong alignment of in101osls between SPAC sponse, end shareholders Wendy 17- Extensive experience creating ptatfom investments and often Teramoto consolidating meaningful portions of large industries SPAC wall benefit from the deal flow generated at WL Ross & Co LLC and SW' O the strong operational platform or Invesco. Deutsche Bank Sauce. Companydala 37 Corporate Banking & Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062157 CONFIDENTIAL SDNY_GM_00208341 EFTA01369722